Professional Documents
Culture Documents
Startup Presentations
To Angel/Seed Stage Investors and Partners
Recommendations for Best Practices, a White Paper
July 5, 2007
Author
John Gale
President, Taligo, LLC
Member Board of Advisors, Silicon Valley Association of Startup Entrepreneurs
Disclaimer
This white paper provides information that may be useful to technology startup companies for initial meetings with angel/seed
stage investors or partners. This white paper is for informational purposes only and is not intended to be legal advice or
investment advice and should not be relied on for such purposes. In addition the facts and circumstances of each situation are
different and may be fluid and unpredictable. Thus, advice must be sought on each specific situation from well-informed legal,
investment, tax, financial, and management professionals.
Neither Taligo LLC nor any interviewee, author, editor, or reviewer is responsible for or has any liability for any act or omission
on their own part or of Taligo LLC or any other interviewee, author, editor, or reviewer.
John is a member of the Board of Advisors for WorkIt Inc., Ontooo, and the Silicon Valley Association
of Startup Entrepreneurs (www.svase.org) . He is a member of the Board of Directors of the Silicon
Valley Engineering Council (www.svec.org). He has been a member of the Board for COADE, the
Silicon Valley Association of Startup Entrepreneurs, and the NISO accredited Standards Board of the
Association for Information and Image Management (AIIM). JohnG@Taligo.com
Joe Becker Joe Becker is President of Dolphin Ventures, an Angel investment firm
(www.dolphinventures.com). Joe was cofounder of and long time chairman of the
Silicon Valley Association of Startup Entrepreneurs (SVASE).
joe@dolphinventures.com
Ken Boasso Ken Boasso is President of Keychain Logic which provides strategic business
planning, executive leadership, and customized revenue acceleration services to the
Software-as-a-Service (SaaS) and On-Demand sectors (www.KeyChainLogic.net).
Ken is chair of the ISV Best Practices Committee of the Executive Council on
Software as a Service for the Software & Information Industry Association.
kboasso@keychainlogic.net
Dhaval Brahmbhatt Dhaval Brahmbhatt is President and CEO of PHYchip Corporation, a technology
commercialization and IC design services company (www.phychip.net). Dhaval is
Cofounder and Chairman Emeritus of the IEEE San Francisco Bay Area
Nanotechnology Council and Vice President of the Silicon Valley Engineering
Council (wwsw.svec.org). dhaval@phychip.net
Craig DeNoce Craig DeNoce is President of MSI Inc, a go-to-market consultancy for technology
companies. He was in startups for 10 years with several acquisitions (Isadra by
Verticalnet, Timestock by CA, EcoSystems by Compuware) and earlier was a
senior marketing at Sybase and Oracle. cdenoce@msinvent.com
Barbara Harley Barbara Harley is President of the Harley Consulting Group, internationally
recognized experts on innovation environments, entrepreneurship eco-systems, and
business incubation. She is Founder and Executive Director (retired) of the
International Business Incubator, now the US Market Access Center. Barbara is
the author of International Business Incubation for Global Trade (to be released
Fall 2007). BLHarley@aol.com
Rod Hoagland Rod Hoagland is a partner with Tatum LLC (www.tatumllc.com). Previously,
Rod held CFO and financial executive positions with three startups. Rod authored
Funding and Financial Execution for Early Stage Companies.
Rod.Hoagland@TatumLLC.com
Eric Johnson, CPA Eric Johnson is a Senior Vice President of Silicon Valley Bank, a full service bank
for technology companies (www.svbank.com). Earlier, he was in startups for 12
years with the last one, CacheFlow Inc., going public in 1999. ejohnson@svb.com
Tim Massey Tim Massey is a Principal of the Band of Angels Fund LP, an early stage venture
capital fund (www.BandAngels.com). Tim is also CEO of Mondowave.
tim@bandangels.com
Michelle Messina Michelle Messina is president of the global direction and strategy agency, Explora
International LLC (www.explorainternational.com). It provides strategic
marketing and revenue-focused consulting services to international companies
launching into the U.S. market and has specialized expertise working with
government-sponsored business acceleration programs.
mmessina@explorainternational.com
Catharina Min Catharina Min is a partner in the corporate department of Squire, Sanders &
Dempsey LLP (www.ssd.com). She specializes in representing high technology
companies and international companies in corporate, securities, financing and
mergers and acquisitions matters. Squire Sanders is a firm with over 800 lawyers in
33 cities worldwide. cmin@ssd.com
Steve Mushero Steve Mushero is Shanghai-based Managing Director of GLOBALTECH
(www.SteveMushero.com). He is a veteran of numerous startups and global
organizations in Silicon Valley and internationally, typically as Chief Technology
Officer. Steve authored Off-Shoring the Middle-Class. Steve@SteveMushero.com
Mike Pogue Mike Pogue is CEO of Last Mile Research (www.LastMileResearch.com), a high
speed Internet based services startup with a standalone exit. Mike was a co-founder
of the Angel Capital Network. MPogue@LastMileResearch.com
Laura Roden Laura Roden is Managing Director of VC Privé, which connects private investors
with high quality venture capital fund limited partnership opportunities
(www.vcPrive.com). She was formerly Managing Director, The Angels' Forum,
and CEO of the Silicon Valley Association of Startup Entrepreneurs (SVASE).
Laura was CFO and VP Finance & Investor Relations at PowerTV (acquired by
Cisco). lroden@well.com
Don Ross Don Ross is a member of the Sand Hill Angels and Life Science Angels. Earlier,
he co-founded Health Publishing Inc., built a national distribution network, and
negotiated the company’s subsequent acquisition. dross@sandhillangels.com
Eric Walczykowski Eric Walczykowski is with the Deloitte Accelerator, a member of Deloitte Touche
Tohmatsu (www.deloitte.com). He is a former member of The Angels’ Forum
ericw@deloitte.com
This white paper is written for the various participants who will be involved in:
Further, it has been written from the unique perspective of Silicon Valley and thus may be inapplicable in
other locations where processes, criteria, and in some cases even the facts may be perceived differently.
Many Investors have contributed to this white paper. The author shares their hope that this white paper
will lead to better presentations and more effective use of the Company’s and the Investor’s time.
In this white paper, the Company’s objectives are assumed to be one or more of the following:
• A development agreement
• Licensing of technology
• Some other type of alliance
• Angel or seed stage financial investment or strategic investment
• Investment now with possible acquisition later
• Acquisition now or later − As one example, some investors/acquirers in the medical device
community provide criteria by which they will invest or acquire at a later date.
Thus, the Company is interested in an alliance or funding to support a launch or growth as a normal part
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of the company life cycle. Presentations by companies in distress are not addressed in this white paper.
Prior to its first meeting, the author assumes that the Company:
1 Some consider the term "Best Practices" to be too absolutist and not referenced to needs for alteration to fit
circumstances. The need for well informed alteration is clear. However, the audience for this white paper is more used
to the term “Best Practices” than the terms “Successful Practices” or “Green Paper”.
2 For restructuring issues, please see Equity Planning, A White Paper For Those Associated With Restructuring an Early
Stage Startup, by Fred Greguras, Rod Hoagland, Eric Johnson, Tim Massey, Osamu Tagaya, and John Gale, edited by
John Gale, published by Taligo, LLC, April 2003
Some serial entrepreneurs present only to investors that they know from prior successes. This white paper
does not address their unique situation based on strong prior relationships.
This white paper considers Investors to be both those with financial interests and those with strategic
interests. These distinctions can be “fuzzy.” Thus, while some Investors clearly are financial investors and
others have purely strategic interests, many Investors have some combination of these motivations.
Further, frequently, they may not understand each other’s agendas in a useful way.
For the purposes of this white paper, Strategic Investors are trying to accomplish something that supports
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the strategic goals of their organization. These Investors include the following:
3 Corporate venture funds are housed within corporations. They may have financial or strategic objectives. If their
objective is to generate financial returns then they are somewhat similar to traditional venture capital firms. However if
their objectives are strategic, then their objective is to support the future product/service offerings of the corporation.
The typical strategic venture capitalist unit is a part of the corporate development activity of an established corporation.
Thus, they may also be interested in licensing technology or in some other business relationship with a startup. Their
due diligence processes frequently differ from those of financial investors.
This white paper describes the first presentation and some prior interactions. It has been prepared with
consideration of the unique ways Silicon Valley does business. As one example, Silicon Valley startups do
not prepare prospectuses or private place memoranda, instead, they prepare PowerPoint presentations.
The PowerPoint presentation should support progress towards an intended financial exit, as described
below. Please also see the material on the Technology PowerPoint slide later in this white paper.
Tier I startup CEOs and investors expect one of the following exits:
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IPOs on the NASDAQ. When Silicon Valley refers to an IPO, it is usually on the NASDAQ.
Startups that actually achieve these exits are almost always founded by experienced, sophisticated,
professional entrepreneurs working with sophisticated Silicon Valley experienced angels and
similar venture capitalists.
High-Multiple (of original investment amount) Acquisition Exits. For acquisitions of all
types, the “selling” of the acquisition itself will require conforming to the information
requirements of the acquiring organization. Early investors may be required to instill capital in
stages in order to achieve this exit.
Shorter Term Moderate Multiple Exit Acquisitions. There is now a shorter term acquisition
exit strategy where after a smaller investment and over a relatively short period of time, the
Company develops its first customers and then sells out to an acquirer before scaling the business
to robust revenues. These exits can be attractive because a smaller pool of Investors, share in the
(smaller) financial exit with the employees, etc. A number of Silicon Valley investors focus on
such exits.
Bridge loans with a predetermined rate of interest, security, and maturity
Tier II startup CEOs and investors typically achieve one of the following exits:
4 IPOs in other countries such as London, Toronto, Hong Kong, etc. are not addressed in this white paper.
Tier III startup CEOs and investors typically achieve one of the following exits:
Determine the financial/strategic fit. Is the Investor a good fit for the Company and qualified
to help? What non-financial benefits such as development partnerships,
equipment/manufacturing support, marketing/channel partnerships, etc. are likely? What are the
Investor’s interests and what types of deals have been done? What is the Investor’s strategy for co-
investment, follow-on investments, and financial/IP exit?
Determine personal fit. The CEO will “live with” the Investor through good times and bad,
much like a marriage with a difficult divorce procedure. Is this an individual with relevant
competencies with whom the CEO wishes to be in the trenches when the going gets tough?
Evaluate the Investor representatives. To see which, if any, of those individuals present are
qualified to really help the Company achieve the goals required to justify the next round of
funding.
Gain intelligence. Ask the Investor for suggestions, such as what would strengthen the offering,
what are the deficits, etc. The more the Investor is engaged, the more likely a deal will occur.
Gain references and recommendations. Who does the Investor know that can help the
Company? If the Investor is uninterested, the Investor might recommend someone who might be
interested.
5 Please see Equity Planning, A White Paper For Those Associated With Restructuring an Early Stage Startup, by Fred
Greguras, Rod Hoagland, Eric Johnson, Tim Massey, Osamu Tagaya, and John Gale, edited by John Gale, published by
Taligo, LLC, April 2003
6 At the end of a first meeting with investors, Vladimir Miloushev, founder of Attune Systems was known to say, “Right
now - on a scale of 1 to 10 - what is the probability that you will spend more time on this deal?”
• Whether or not they have read any of the Company’s “paper” in advance
• Ability to invest and/or lead both now and in future rounds, typical amounts invested and at
which stages (as initial investments), co-investment strategy. What percentage of the fund
has been invested/committed? If a strategic Investor, whether the “fund” is funded or
“balance sheet funded.”
• Discussion of investments/alliances /licensing /etc. done in the past
• How the Investor can deliver relevant non-financial value; deep domain knowledge; market
connections, technology, etc. “Dumb Money” can be acceptable if both the Investor and the
Company understand this and why/how the Company will get the “Smart Money”
elsewhere.
• Previous experience as a successful investor at which stages
• Areas of interest at the present. Any unique due diligence process, criteria, or metrics
• What type of relationship the investor would like to have with this Company, as an
individual, and as an entity, if they invest in them. As one example, how involved will the
Investor want to be with the Company after the investment is made? How much
involvement is the Company prepared to live with? Their needs to be mutual understanding
and comfort on this topic.
• Any desire to acquire Board seats or rights to observe Board meetings (and commitments for
continuity of the representative)
• Legal structure of investments and which financial exits are preferred
• Any special terms the investor might want on the Term Sheet that are really unusual
Typically, strategic investors/business development executives will care most about how well this
Company’s offering matches their corporation’s objectives. In other words, will this Company’s
technology/product/offering enhance or extend their current or planned offerings?
7 The Silicon Valley Association of Startup Entrepreneurs sells a package of tools to its members for a modest fee at
www.svase.org This package includes the following:
• Is your business fundable? – this is a quick and straightforward self evaluation checklist.
• Funding Flow – charts the critical steps for a successful funding approach
The PowerPoint slides are described in detail later in this White Paper.
One or more
consultants are
The CEO works hard to prepare a detailed draft of the presentation. Then one or
retained to develop
more appropriately experienced consultants are retained to develop the finished
the finished
PowerPoint, prepare the presentation, and help determine what information should
PowerPoint and
be presented before and after Investor qualification. Further, because the target provide related
audience can strongly influence the presentation content, the core presentation support.
must be sufficiently flexible to facilitate tailoring as needed.
Many Companies have difficulty putting together a coherent 30 minute presentation in response to being
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told that they need a 15 minute investor presentation. As a result, only Tier 1 and some Tier II
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Companies come across with a well-organized presentation of approximately the appropriate duration.
A well prepared Company has a crisp 15 minute PowerPoint presentation targeted to a financially
oriented Investor audience. It is:
In other words, the audience learns that they can believe in the Company and in its offering; that they
can (potentially) make money by investing in (or doing business with) the Company, that the Company
CEO is well informed, confident, and can think well under pressure.
Which of these alternatives they prefer may depend entirely on the specific situation.
Some technically oriented investors in Silicon Valley, such as chip focused investors, will only look at
deals that center on specific technology groups. In some cases they have researched the markets and have
a good understanding of market demand. Some such investors prefer to see very technically oriented
presentations. They expect to see the standard business information noted in the slides above. But, they
really want to receive a one hour technical presentation at the block diagram level. Most technically
centric Company CEOs can be easily coached to deliver a one hour technical presentation.
9 At startup showcase events, organizers, on short notice, frequently tell the presenting startups that have a shorter time
slot, sometimes only 5 minutes.
10 Presentations targeted at those with extensive domain knowledge can use acronyms and buzzwords. However, the
startup should realize that any group may include attendees who do not understand them.
• Investors who have done no homework and sit through the entire presentation and after
without a question, emotion or any expression of any kind.
• Investors who listen to the pitch and interact somewhat. Others will flip back and forth
through their paper copy of the presentation during the presentation. Questions come after
the presentation.
• Investors have read the Company's material earlier, know the space, have probably looked at
other companies in this space and do not want to hear a pitch. On slide one, they start
asking questions.
Savvy CEO's will turn off the projector and allow the
In a great
Investor to control the situation and will respond to the
presentation, the
specific Investor questions. In spite of the “derailed” Investor comes to
agenda, the CEO must be sure that all the important understand that the
messages (Team, Market, Solution) are delivered during startup CEO is so
the meeting. knowledgeable that
When an attendee requests information that has not been he/she can adapt
presented, or is being held back pending Investor quickly to respond to
qualification, the presenter can then say one of the various presentation
following: needs.
• (VERY GENTLY) We would like to hold that
back until we both confirm mutual interest. If the Company perceives that
the requested information is extremely proprietary, they may say that “We do
not normally discuss that outside of our core technical team. After an
investment we will be willing to provide an overview on that issue.” This can
become a sticking point. It needs to be said carefully, or, Investors will see
the CEO as non-responsive. Some technically focused Companies have
walked away from Investors over this issue. After the Investors control 50%
of the stock, this answer will probably not be acceptable. But, by then, all
involved should see each other as being on the same team.
• The answer is X.
PowerPoint Slides
This section describes a “business” presentation for financially oriented investors. Strategic investors will
typically be more interested in the product or technology aspects of a company’s offering. Before the
meeting, it is wise to ask any Investor what type of information they wish to see. The basic types are:
• Business presentation
• Product presentation
• Technology presentation
• Other type of presentation, based on a specific request
Which information must be presented before investor qualification is unique to each situation.
• A generic high-level version that is shown to the broadest group of unqualified Investors. So,
for a first presentation by a software startup the slides might address:
The Company is best at doing “X” that no one else can do. Here are the
underlying innovation, product, solution. That translates to the following
customer benefit that is improved in this way.
These markets desperately need this solution (urgency
vs. nice-to-have) The CEO presents
These functional roles must purchase this. This creates partial information
a “Fundable” target market. to unqualified
These customer problems are solved by this solution. Investors.
This is how customers talk about this problem. Their More complete
point of view is described in this way. information can be
Here is the world class team. provided to
The real cost to bring the solution to market is “X”. Investors before a
Time and resource requirements are “X”. Term Sheet is
• The “leave behind” version after any meeting needs to stand on its signed.
own without any verbal supplement when (for example) it is
emailed to an Investor who did not attend the presentation by an Investor who attended the
meeting. This version may omit some information/slides
• Versions with privileged information are used for meetings after Investors have been
qualified.
Hopefully, the slide presentation developer and the presenter both understand that which information is
presented before and after Investor qualification, the order of the slides, slide titles, and placement of
information by slide will vary to best fit a particular company’s business and maturity.
This first slide starts addressing the first thoughts of an investor or partner “What does this company do?
Is this a technology, marketing, licensing, partnering, or channel play? Am I comfortable with this type of
play by this team for this market? What are the key issues critical to success?”
Mission (1 slide)
This slide should address:
• What the company will do in the next 6-12 months. This should be quantified as much as
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possible (revenue, product features completed, achieving some level of distribution, or etc.)
• Somewhere in the presentation, a timeline is often useful to describe past and future events.
Notes
• The intended financial exit may be listed here. This is especially true if the business model,
technology, and market support the concept of a smaller investment with an earlier exit.
11 In some cases, objectives for the next defined period are described under use of funds.
Notes
• Use of the offering must be easy and convenient. Otherwise, the use of intermediaries may
be required, thus creating a difficult-to-scale services business. Technology enabled services
startups can be scalable and thus can be fundable.
Notes
• Many Companies make the mistake of claiming that they will penetrate (for example) 10%
of a large market instead of understanding the real TAM that they should attempt to address
effectively. A good strategy grows the business in a step by step way; including showing how
the first few (or next logical group of) customers will be closed. This is also known as a
bottom up strategy.
• Many startups are launched solely in the US market and may later expand internationally.
Others are formed with the plan to perform internationally from inception.
• Some suggest that the right Investor (individual) knows the market already (before the
presentation).
Notes
• For an IPO or high multiple exit play, there may be a note indicating that certain officers are
willing to step aside to be replaced by officers selected by the Investors.
• The key officers need experience (and success) in delivering new products to this US market;
or, as a less desirable solution, the Company can use an appropriate advisor or advisory
consulting company to take on the sales responsibility. While not a metric, having one or
two employees who have Silicon Valley headquartered startup experience makes the Investor
or partner more comfortable.
• The key presenter, and perhaps each of the presenters, will describe how they will accelerate
progress. This almost always means reducing time to revenue.
• The business partner, licensor, or investor wants to receive information that facilitates
understanding of the key executives from various perspectives:
How well does the CEO/Team think on their feet? Is their experience relevant?
How articulate are they? Is there a sense of urgency about the important issues?
Are they prepared and relaxed? Are they really coach-able? Do they really
understand the Company’s space and the fundraising process? Do they have the
right personal network to do this?
How well did they choose the other employees/consultants?
• Presentations to Angel and Seed Stage investors frequently include “Might Be” Officers who
have agreed verbally, or contractually, to become employees if the startup is funded.
Investors want to understand the strength of the commitment of the key team members.
12 For those interested in Board issues, the Western Association of Venture Capitalists published a white paper on
January, 2007 at http://wavc.net It is titled The Basic Responsibilities of VC-Backed Company Directors
Notes
• Explaining the cost of the prior solution utilized by each paying customer is useful.
Competition (1 slide)
This slide should address:
• Who are the competitors? There is ALWAYS competition. Even if the potential customer
is doing nothing, the Company must overcome the customer’s inertia and current allocation
of money to unrelated products and services. What do they do
well? (If the Company executives believe that no one is competing
If a startup does not
for the customer’s budget, they are not credible).
have a sustainable
• How does the Company do what, better than any other solution? competitive
• What is the sustainable competitive advantage that will protect advantage, it needs to
the Company from existing or future competitive products? This develop one.
is not necessarily a technological advantage. Usually, it is based on
intellectual property or core competencies of key team members.
Typically, patents by themselves or relationships by themselves are not adequate. If there is
no sustainable competitive advantage, the Company needs to develop one.
Notes
• If the Investor has a serious interest, at some early point they will want to ask about the
origins of the technology. Are any of the Company participants still employees of other
companies? Did the founders develop the technology using resources belonging to a prior
employer? Was there an invention assignment agreement in place with a prior employer that
impacts intellectual property ownership? Was the technology presented to and thus offered
to any prior employer? If a founder owns the intellectual property free and clear, has it
already been assigned to the Company?
• Legal issues associated with any use of Open Source software are addressed by “X”.
Notes
• The presenter is prepared to describe; how they attract new customers, differentiation from
each of the key competitors, and required changes in the way the customer does his business.
• Saying “our business model is to sell differentiated product” will not impress Investors.
• Many startups say that they offer a truly transformational offering. This is desirable, as long
as the offering provides a level of benefit that is so compelling that it overwhelms all
objections to the required changes in the end user’s way of doing business.
Notes
• Key assumptions and useful related information should be available on backup slides.
• Financial projections must be based on more than a one page spreadsheet. Understanding
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and implementing the following will be very helpful.
Methodology for developing a financial plan
Knowing how to build a credible revenue model
Understanding rules for building a usable expense model
Techniques for preserving scalability and data integrity as subsequent updates to
the plan are made
Ways to validate the model using publicly available data
Equity planning for the founders, employees, and investors
How to project future valuations from the financial plan
Verifying the financial plan (spreadsheet)
• Company can compare forecast revenue ramps to revenue ramps previously achieved in their
sector.
• The technology company has performed a preliminary IRR calculation and is prepared to
discuss it and how it compares to what is expected in that industry sector.
• While discussing this slide, the CEO wants to briefly project that he understands key tasks
including how to manage cash flow, IRR, and its meaning to investors in early stage
startups, valuation, etc.
Business development executives and Investors prefer that the Company include valuation expectations.
However, the Company will probably hold back on this unless they are looking for a low valuation.
15 Adapted from suggestions by Anthony Nassar of Venture Momentum, Inc. in an eBIG event discussion.
Notes
• The best investors, from the perspective of future investors, provide funding, have
connections to key business opportunities, and furnish strong introductions to superior “next
round” investors.
• Investors will want to understand the “Financial Exit” expectations of the startup officers and
the other investors. This includes expectations as to type of exit, when, and investment
multiple.
•
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Typically a technology company is looking for a small number of key partners/investors
with knowledge of a specific domain. However, if the Company is trying to cross diverse
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sectors, they may be seeking multiple partners/investors to cover all of the key sectors.
• There is a fair equity plan in place with employees (including founders) on a four year
vesting schedule (with cliffs). All put their own employment agreements in place early so
that the vesting schedule clock starts “ticking.” For IPO’s or high multiple exits, the
“overhang” must be reasonable.
• It takes at least nine months to get to know the Silicon Valley community well enough to
raise funds. Part of this can be done while still resident elsewhere through visits to Silicon
Valley. Some corporate funds and others with global reach can invest from within foreign
countries.
• Startups entering the US market from foreign country origins should note that Investor
requirements for staff US market experience will likely be lower outside of the Tier I Silicon
Valley Investor community
• Depending on the CEO, founders, and/or CFO, there may be written documents and verbal
commitments that create a host of real or potential equity/IP rights holders that is difficult-
to-resolve.
Angel or Seed Round The Angel or Seed Stage Round is the first round of capital financing beyond
the financing provided by the founders or FFF. There may be several Angel or
Seed Stage Rounds. Ultimately, it or they precede the A round (the first round
of professional capital financing).
Burn Rate The monthly “Burn Rate” is the cash expended in a typical month by the
technology company at the current (or designated) funding level.
Cliff Vesting schedules for officers of startups frequently provide for a 6-month or 12
month “Cliff.” Prior to the Cliff, the person has not earned any shares/options.
At the time of the Cliff, the person receives rights to all of the shares/options
earned during the preceding 6 (or 12) months.
FFF FFF refers to those who make very early investments in startups. Formally
known as Friends and Family, the startup community sometimes refers to them
as FFF or friends, family, and fools.
IPO IPO means initial public offering. For a Silicon Valley startup, it is usually on
the NASDAQ stock exchange. But, it might be in Taiwan or elsewhere.
Overhang Overhang is the amount of equity held by the founders and employees. If this is
too high, i.e. more than 20% of what will be the outstanding equity at the IPO,
the company becomes non-fundable because new employees cannot be “paid”
enough equity as a part of their compensation. This percentage limitation at the
time of an IPO is usually only with respect to outstanding options and options
available in the option plan not the percentage of shares actually owned by
founders and employees. The perception that the overhang is “too high” usually
19, 20, 21
impacts a startup well before an IPO Overhang at the time of an
acquisition can be more acceptable.
TAM The total addressable market (TAM), is only that part of the total market that
can be reasonably addressed by a specific product.
19 Executive recruiters are more likely to correctly understand overhang than the potential employees.
20 If a startup replaces an officer or officers before an IPO, vesting clauses in employment contracts may prevent
overhang from becoming a problem from the company’s perspective. However, automatic vesting clauses in
employment contracts (usually only for CEOs) can complicate this issue.
21 Some employee and non-employee option plans provide for the distribution of stock as well as options.
Walczykowski, Eric, 4
World class solution, 16